Syntec Optics, Inc. entered into an agreement to acquire OmniLit Acquisition Corp. (NasdaqGM:OLIT) from Omnilit Sponsor LLC and others for approximately $330 million in a reverse merger transaction on May 9, 2023. At the Closing, approximately 31,600,000 Class A shares of the Aggregate Merger Consideration will be issued to holders of outstanding Syntec Optics common stock. Aggregate Merger Consideration will be $325,000,000 divided by (b) ten dollars ($10.00). OmniLit will issue 26,000,000 additional shares of Common Stock (the “Contingent Earnout”) to the Syntec Optics' existing stockholder. The Contingent Earnout shares will vest upon OmniLit Common Stock achieving the following stock trading price thresholds (the “Contingent Earnout Trigger Price”) following the Closing: one-third (1/3rd) at $12.50 per share, one-third (1/3rd) at $14.00 per share, and one-third (1/3rd) at $15.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). At the Closing, OmniLit shall issue up to 28,000,000 restricted stock units (the “Earnout RSUs”) to the Company's existing stockholders as of immediately prior to the Closing and to Management of the Surviving Corporation. At closing of the transaction, OmniLit will be renamed “Syntec Optics Holdings, Inc.”

Transaction is subject to approval of shareholders of OmniLit and Syntec Optics; the Registration Statement shall have become effective; the waiting period or periods under the HSR Act applicable to the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements shall have expired or been terminated; OmniLit shall have at least $5,000,001 of net tangible assets; the shares of OmniLit Post-Merger Class A Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaq. OmniLit Board and Special Committee of Independent Directors (the “Special Committee”) unanimously approved the Business Combination Agreement. Transaction has been also approved by the board of directors of Syntec Optics.

The Benchmark Company, LLC acted as financial advisor and fairness opinion provider to the Special Committee. Carl P. Marcellino and Christopher Capuzzi of Ropes & Gray LLP acted as legal advisors to OmniLit. Christopher Rodi of Woods Oviatt Gilman LLP acted as legal advisor to Syntec Optics, Inc. Continental Stock Transfer & Trust Company is the transfer agent for OmniLit. Morrow & Co., LLC is acting as the proxy solicitor for OmniLit for a fee of $5,000. OmniLit has agreed to pay Benchmark for their services in connection with the transaction an aggregate fee of $300,000, of which (a) $75,000 being paid to Benchmark upon the execution of the engagement letter among the parties, (b) $75,000 being paid to Benchmark upon the delivery of the opinion, and (c) an additional $150,000 being paid to Benchmark upon the earlier of (i) the closing of the transaction, or (ii) August 15, 2023.